Terms

Last updated October 14, 2026

This is a legal agreement (the "Agreement") between you ("Customer" or "You") and Gusto, Inc. ("Gusto"). By using the Start Your Business service (as defined below), You acknowledge and agree, effective as of the date of such action, to be bound by the terms of this Agreement.

This Agreement, together with the Employer Terms of Service available at https://gusto.com/legal/terms (the "Employer Terms") (collectively, the "Gusto Start Your Business Terms"), set forth the terms and conditions under which Gusto agrees to provide eligible Customers with access to Gusto’s Start Your Business Service (defined below). In the event of a conflict between this Agreement and the Employer Terms, this Agreement shall control.

By using the Service, You represent that You have full power, capacity, and authority to accept the terms of this Agreement. If You are accepting the terms of this Agreement on behalf of an Employer or other entity, You represent that You have full legal authority to bind such Employer or entity to this Agreement.

1. Purpose. Customer will use Gusto’s business formation and compliance support offering (the "Service"), comprising: (i) entity formation, including limited liability company formation, expedited processing, and Employer Identification Number application; (ii) registered agent services; (iii) an operating agreement template; (iv) initial report filing support in states that require it; and (v) associated state filing fees.

2. Use of the Service. Gusto grants Customer a non-exclusive, non-transferable, revocable, restricted right to access and use the Service for its intended purpose. Customer agrees to use the Service in compliance with all applicable laws and regulations and with any usage guidelines Gusto provides. The Service may not be available in all states or for all entity types. The Service is provided on an "as is" and "as available" basis, without warranties of any kind except as expressly set forth in this Agreement. Customer acknowledges that errors or delays may occur in connection with entity formation, registered agent notifications, or filings made on Customer’s behalf, and that Gusto and its Third-Party Vendors (defined below) will use commercially reasonable efforts to identify and correct such errors.

3. Eligibility. In order to use the Service, Customer must: (i) agree to and abide by the terms of this Agreement and the Employer Terms; (ii) have the legal capacity to enter into a binding agreement; and (iii) provide accurate and complete information as reasonably requested by Gusto or its Third-Party Vendors to complete the applicable filing or service. Gusto reserves the right to modify these eligibility requirements, decline to provide the Service to any prospective Customer, revoke Customer’s access to the Service, and/or discontinue the Service at any time with or without notice and without liability to Customer.

4. Authority to Act for Others. If You provide information about any owner, member, manager, officer, director, authorized signatory, or other individual (each, an “Associated Person”), You represent and warrant that: (a) You are authorized by each Associated Person and by the entity to act as their agent in connection with the Service, including to submit their personal information (including, where required, a Social Security number or taxpayer identification number), to designate their role, and to authorize Gusto and its Third-Party Vendors to prepare and submit formation, EIN, registered agent, and related filings on their behalf; (b) You have informed each Associated Person that their information will be shared with Gusto and its Third-Party Vendors, may become part of the public record, and will be handled as described in Gusto’s Privacy Policy, and each has consented; and (c) all information and role designations You provide are accurate and complete. Gusto may rely on these representations without independent verification. You will provide evidence of authority on request and will promptly notify Gusto if any authorization is revoked.

5. No Entitlement to Continued Access. Gusto may discontinue, modify, or change the pricing of the Service at any time. Access to the Service does not entitle Customer to continued access to the Service, or to access at any particular price or on any particular terms, in the future.

6. Third-Party Vendors. The Service relies on third-party vendors to provide certain components of the Service, including entity formation, registered agent services, and state and local filings (collectively, "Third-Party Vendors"). Gusto is not liable for acts or omissions of Third-Party Vendors that are outside Gusto’s reasonable control. If a Third-Party Vendor fails to perform, Gusto will use commercially reasonable efforts to investigate and, where appropriate, correct the error. Customer’s use of certain components of the Service may be subject to additional terms imposed by the applicable Third-Party Vendor, which Customer agrees to comply with by enrolling in or continuing to use the affected component.

7. Service Fee.

(a) Entity Formation Bundle. In consideration for the entity formation bundle (comprising limited liability company formation, expedited processing, and Employer Identification Number application), together with any Operating Agreement, Initial Report, or state filing fee components Customer elects to purchase, Customer shall pay the one-time fee(s) disclosed to Customer at the time of purchase. These fees are due in full at the time of purchase and, except as required by applicable law, are non-refundable once the applicable formation, filing, or state processing has been submitted.

(b) Registered Agent Fee. In consideration for registered agent services, Customer shall pay an annual fee, due in full and payable upfront upon enrollment and upon each renewal, as disclosed to Customer at the time of purchase. This fee is non-refundable. Renewal, notice, and cancellation terms for the Registered Agent service are set forth in Section 8 (Registered Agent Term and Renewal) below.

For the avoidance of doubt, Customer’s payment obligations under the Employer Terms, including but not limited to Gusto Service Fees, ACH fees, wire transfer fees, reversal fees, taxes, and penalties, remain in full force and are independent of the Service.

8. Registered Agent Term and Renewal. The Registered Agent service begins on the date Customer enrolls and continues for a one-year term, which will automatically renew for successive one-year terms unless cancelled in accordance with this Section. Gusto will provide Customer with advance notice of each renewal and of any change in the Registered Agent fee, in accordance with applicable law. Customer may cancel the Registered Agent service at any time before a renewal date through the cancellation mechanism available in Customer’s Gusto account; cancellation will be effective at the end of the then-current term, and no partial-term refund will be issued. If Customer cancels or the Registered Agent service otherwise terminates, Customer is solely responsible for designating a new registered agent as required under applicable state law, and Gusto has no obligation to continue receiving or forwarding notices to Customer’s registered agent address after termination.

9. Ownership; Intellectual Property. As between the parties, Gusto retains all right, title, and interest in and to the Start Your Business Service, including all related intellectual property rights. Nothing in this Agreement grants Customer any right, title, or interest in the Start Your Business Service except the limited right of use expressly set forth in this Agreement.

10. Feedback. If Customer provides Gusto with any feedback, suggestions, or comments regarding the Start Your Business Service ("Feedback"), Customer hereby grants Gusto a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into Gusto's products and services for any purpose, without any obligation or compensation to Customer.

11. Use of AI Tools. Customer acknowledges that Gusto may use artificial intelligence tools and technologies, including those provided by third-party service providers ("AI Tools"), in connection with the Service, including to (i) facilitate information gathering and intake during the entity formation process, (ii) process, analyze, and improve the Service and Gusto’s related products, and (iii) process, analyze, summarize, or generate derivative outputs from Feedback provided under this Agreement. Gusto will not use AI Tools to generate or modify the legal documents filed on Customer’s behalf without Customer’s review and approval. Gusto’s collection, use, and handling of personal information in connection with AI Tools is governed by Gusto’s Privacy Policy.”

12. Automated Access. Except as Gusto expressly authorizes, Customer may not use bots, scrapers, or artificial intelligence agents to access, extract data from, or otherwise interact with the Service.

13. No Professional or Legal Advice; No Guaranteed Outcomes. Customer’s use of the Platform and Services is entirely at Customer’s own risk. Except as and unless otherwise stated in applicable Additional Terms, Customer acknowledges that the Platform, Start Your Business Services, and content are meant for informational purposes only and are not intended to provide and should not be construed as providing any legal, regulatory, tax, financial, accounting, employment, or other professional advice. Customer is solely responsible for ensuring Customer’s compliance with applicable law and regulation, and nothing in the Gusto Platform, Start Your Business Services (including, without limitation, any communications from our customer support team regarding Employer’s use of the Platform, or Services) or content should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. Gusto does not guarantee or warrant any results or outcome with respect to the Platform, Start Your Business Services, or content .

14. Data Privacy. Gusto's collection, use, and disclosure of personal information in connection with the Start Your Business Service, including personal information subject to the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), is governed by Gusto's Privacy Policy.

15. Confidentiality. Each party agrees to protect the other party's Confidential Information disclosed in connection with the Start Your Business Service with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event with less than reasonable care.

16. Term and Termination. This Agreement is effective as of the date Customer accepts it and continues until the service concludes or either party terminates it as provided in this Agreement. Sections regarding Feedback, Use of AI Tools, Data Privacy, Term and Termination, Limitation of Liability, Warranty Disclaimers, Indemnification, and General Provisions shall survive any termination or expiration of this Agreement.

17. Limitation of Liability. To the maximum extent permitted by applicable law, in no event will Gusto be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the Start Your Business Service or this Agreement.

18. Warranty Disclaimers. THE START YOUR BUSINESS SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

19. Indemnification. Customer agrees to indemnify, defend, and hold Gusto harmless from and against any claims, damages, liabilities, and expenses arising out of Customer's breach of this Agreement or misuse of the Start Your Business Service.

20. General Provisions. This Agreement, together with the Employer Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.